UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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May 7, 2015
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ConAgra Foods, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-7275
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47-0248710
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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One ConAgra Drive, Omaha, Nebraska
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68102
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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402-240-4000
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Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 7, 2015, the Board of Directors of ConAgra Foods, Inc. (the "Company") approved an amendment (the "Amendment") to the Company’s Amended and Restated Bylaws, as amended (the "Bylaws"). The Amendment provides that all matters, unless otherwise provided for in the Company’s Certificate of Incorporation, the Bylaws, the rules and regulations of any stock exchange applicable to the Company or as otherwise provided by law or pursuant to any regulation applicable to the Company or its securities, will be decided by the vote of the majority of votes cast, with abstentions not being considered votes cast. The Amendment took effect upon adoption by the Board of Directors of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished herewith:
Exhibit 3.1 Amended and Restated Bylaws of ConAgra Foods, Inc., as Amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ConAgra Foods, Inc.
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May 13, 2015
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By:
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Lyneth Rhoten
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Name: Lyneth Rhoten
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Title: Vice President, Securities Counsel and Assistant Corporate Secretary
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Exhibit Index
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws of ConAgra Foods, Inc., as Amended
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Exhibit 3.1
AMENDED AND RESTATED
BYLAWS
OF CONAGRA FOODS, INC., AS AMENDED
(May 2015)
ARTICLE I
OFFICES
Section 1. Principal Executive Office. The principal executive office of ConAgra
Foods, Inc. (ConAgra) shall be located in the City of Omaha, County of Douglas, State of Nebraska.
ConAgra may have such other offices as the Board of Directors may designate or as the business of
ConAgra may require from time to time.
Section 2. Principal Place of Business. The principal place of business may be, but
need not be, identical with the location of the principal executive office. The resident agent of
ConAgra shall be as designated in the Certificate of Incorporation of ConAgra (the Certificate of
Incorporation).
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings. The annual meeting of the stockholders shall be held on a
date and at an hour determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may properly come before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or
purposes, may be called at any time by the Chairman of the Board or the Chief Executive Officer of
ConAgra or by a majority of the entire Board of Directors of ConAgra.
Section 3. Place of Meeting. The Board of Directors may designate Omaha, Douglas
County, Nebraska, or such other place, either within or without the State of Nebraska, as the place
of meeting for any annual meeting or any special meeting.
Section 4. Notice of Meeting. Unless otherwise required by law, the Certificate of
Incorporation or these Bylaws, notice of a meeting of stockholders stating the place, date, and
hour of the meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days before the date of the
meeting by or at the direction of the Chairman of the Board, Chairman of the Executive Committee,
or the Chief Executive Officer, or the Secretary, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the stockholder at the address listed on the stock transfer books of
ConAgra with postage prepaid. ConAgra need not send notices to stockholders for whom ConAgra has no
current address, and action taken without notice to such persons has the same force and effect as
if notice had been given to them. ConAgra shall be deemed to have no current stockholder address
when (1) notice of 2 consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to such person during the period between such 2
consecutive annual meetings, or (2) all, and at least 2, payments (if sent by first-class mail) of
dividends or interest on securities during a 12-month period, have been mailed addressed to such
person at such persons address as shown on the records of ConAgra and have been returned
undeliverable. If any such person shall deliver to ConAgra a written notice setting forth such
persons then current address, the requirement that notice be given to such person shall be
reinstated. Only such business shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the notice of meeting. Any previously scheduled
meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation
otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the
Board of Directors upon public notice given prior to the date previously scheduled for such meeting
of stockholders.
Section 5. Record Date. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange of stock or for
the purpose of any other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date: (1) in the case of determination of stockholders
entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date of such meeting; and
(2) in the case of any other action, shall not be more than sixty days prior to such other action.
If no record date is fixed: (1) the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; and (2) the record date for determining
stockholders for any other purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned
meeting.
Section 6. Voting Lists. The officer or agent having charge of the stock transfer
ledger for shares of ConAgra shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be opened to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting in accordance with applicable law. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present. The original or duplicate stock ledger shall be the only
evidence detailing stockholders who are entitled to examine such list or to vote in person or by
proxy at such election.
Section 7. Quorum. A majority of the outstanding shares of ConAgra entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less
than a majority of the outstanding shares are represented at a meeting, the Chairman or a majority
of the shares so represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally notified. The stockholders
present at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
Section 8. Proxies; Voting. At all meetings of stockholders, a stockholder may vote by
proxy. Such proxy shall be filed with the Secretary of ConAgra at or prior to the time of such
meeting. Unless otherwise provided in the proxy, it shall be valid from the date of its execution
until three years after its date of execution. All matters shall, unless otherwise provided by the
Certificate of Incorporation, these By-Laws, the rules or regulations of any stock exchange
applicable to ConAgra, as otherwise provided by law or pursuant to any regulation applicable to
ConAgra or its securities, be decided by the vote of the majority of the votes cast (with
abstentions not considered votes cast).
Section 9. Voting of Shares by Certain Holders. Shares standing in the name of another
corporation may be voted by such corporations duly authorized officer, agent, or proxy as the
By-Laws of such corporation may prescribe, or, in the absence of such provision, as the Board of
Directors of such corporation may determine.
Shares held by an administrator, executor, guardian, conservator, or other fiduciary may be
voted by such person, either in person or by proxy, without a transfer of such shares into the name
of such person. Shares standing in the name of a trustee may be voted by such trustee, either in
person or by proxy, but no trustee shall be entitled to vote such shares held without a transfer of
such shares into his name, as trustee.
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or
under the control of a receiver may be voted by such receiver without the transfer thereof into his
name if authority to do so is contained in an appropriate order of the court.
Persons whose stock is pledged shall be entitled to vote, unless the pledgor has effected the
transfer on the books of ConAgra and has expressly empowered the pledgee to vote thereon, in which
case only the pledgee or his proxy may represent such stock and vote thereon.
Shares of its own stock belonging to ConAgra or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation is held, directly or
indirectly, by ConAgra, shall neither be entitled to vote nor be accounted for quorum purposes;
provided, however, that the foregoing shall not limit the right of ConAgra or any subsidiary of
ConAgra to vote stock, including but not limited to its own stock, held by it in a fiduciary
capacity.
Section 10. Notice of Stockholder Business. At an annual meeting of the stockholders,
only such business shall be conducted as shall have been brought before the meeting (a) by or at
the direction of the Board of Directors or (b) by any stockholder of ConAgra who was a stockholder
of record at the time of giving of notice provided for in Section 4, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section 10. For business to
be properly brought before an annual meeting by a stockholder, a stockholder must have given timely
notice thereof in writing to the Secretary of ConAgra and such business must otherwise be a proper
matter for stockholder action. To be timely, a stockholders notice must be delivered to or mailed
and received at the principal executive offices of ConAgra, not less than 90 nor more than 120 days
prior to the first anniversary of the preceding years annual meeting; provided, however, that in
the event the date of the annual meeting is advanced by more than 30 days, or delayed by more than
60 days, from such anniversary date, notice by the stockholder to be timely must be so delivered or
mailed and received not earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of the 90th day prior to such annual meeting or the tenth day
following the date on which public announcement of the date of such meeting is first made. In no
event shall the public announcement of an adjournment or postponement of an annual meeting commence
a new time period (or extend any time period) for the giving of a stockholders notice as described
above. A stockholders notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a description of the business desired to be brought
before the annual meeting, the text of the proposal or business (including the text of any
resolutions proposed for consideration and in the event that such business includes a proposal to
amend the By-Laws of ConAgra, the language of the proposed amendment), and the reasons for
conducting such business at the annual meeting, (b) the name and address, as they appear on
ConAgras books, of the stockholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (c) the class and number of shares
of ConAgra which are owned of record and beneficially by the stockholder and beneficial owner, if
any, (d) any material interest of the stockholder and beneficial owner, if any, in such business,
(e) a representation that the stockholder is a holder of record of stock of ConAgra entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting to propose such
business and (f) a representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends to (i) deliver a proxy statement and/or form of proxy to
holders of at least the percentage of ConAgras outstanding capital stock required to approve or
adopt the proposal and/or (ii) otherwise solicit proxies from stockholders in support of such
proposal. Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted
at an annual meeting except in accordance with the procedures set forth in this Section 10. The
Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the provisions of this
Section 10, and if such person should so determine, such person shall so declare to the meeting and
any such business not properly brought before the meeting shall not be transacted.
Section 11. Notice of Stockholder Nominees at an Annual Meeting. Only persons who are
nominated in accordance with the procedures set forth in these By-Laws shall be eligible for
election as directors. Nominations of persons for election to the Board of Directors of ConAgra may
be made at an annual meeting of stockholders (a) by or at the direction of the Board of Directors
or (b) by any stockholder of ConAgra who was a stockholder of record at the time of giving of
notice provided for in Section 4, who is entitled to vote at the annual meeting and entitled to
vote for the election of directors at the meeting who complies with the notice procedures set forth
in this Section 11. For nominations to be properly brought at an annual meeting by a stockholder, a
stockholder must have given timely notice in writing to the Secretary of ConAgra. To be timely, a
stockholders notice shall be delivered to or mailed and received at the principal executive offices
of ConAgra not less than 90 nor more than 120 days prior to the first anniversary of the preceding
years annual meeting; provided, however, that in the event the date of the annual meeting is
advanced by more than 30 days, or delayed by more than 60 days, from such anniversary date, notice
by the stockholder to be timely must be so delivered or mailed and received not earlier than the
120th day prior to such annual meeting and not later than the close of business on the later of the
90th day prior to such annual meeting or the tenth day following the date on which public
announcement of the date of such meeting is first made. In no event shall the public announcement
of an adjournment or postponement of an annual meeting commence a new time period (or extend any
time period) for the giving of a stockholders notice as described above. Such stockholders notice
shall set forth (a) as to each person whom the stockholder proposes to nominate for election or
re-election as a director, all information relating to such person that is required to be disclose
in solicitations of proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange
Act) (including such persons written consent to be named as a nominee and to serving as the
director if elected); and (b) as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination is made, (i) the name and address, as they appear on ConAgras
books, of such stockholder and the name and address of the beneficial owner, if any, on whose
behalf the nomination is made (ii) the class and number of shares of ConAgra which are owned of
record and beneficially by such stockholder and beneficial owner, if any, (iii) a representation
that the stockholder is a holder of record of stock of ConAgra entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to propose such nomination, and (iv) a
representation whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends to (a) deliver a proxy statement and/or form of proxy to holders of at least
the percentage of ConAgra s outstanding capital stock required to elect the nominee and/or (b)
otherwise solicit proxies from stockholders in support of such nomination. At the request of the
Board of Directors any person nominated by a stockholder for election as a director shall furnish
to the Secretary of ConAgra that information required to be set forth in a stockholders notice of
nomination which pertains to the nominee. No person shall be eligible for election as a director of
ConAgra unless nominated in accordance with the procedures set forth in the By-Laws. The Chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by the By-Laws, and if such person should
so determine, such person shall so declare to the meeting and the defective nomination shall be
disregarded.
Section 12. Notice of Stockholder Nominees at a Special Meeting. Only such business
shall be conducted at a special meeting of stockholders as shall have been brought before the
meeting pursuant to ConAgras notice of meeting. Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which directors are to be elected
pursuant to ConAgras notice of meeting (a) by or at the direction of the Board of Directors or (b)
provided that the Board of Directors has determined that directors shall be elected at such
meeting, by any stockholder of ConAgra who is a stockholder of record at the time of giving of
notice provided for in Section 4, who shall be entitled to vote at the special meeting and who
complies with the notice procedures set forth in Section 11. In the event ConAgra calls a special
meeting of stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in ConAgras notice of meeting, if the stockholders notice
required by Section 11 shall be delivered to the Secretary at the principal executive offices of
ConAgra not earlier than the close of business on the 120th day prior to such special meeting and
not later than the close of business on the later of the 90th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of an adjournment or postponement of a special
meeting commence a new time period (or extend any time period) for the giving of a stockholders
notice as described above.
Notwithstanding the foregoing provisions of Sections 10, 11 and 12, a stockholder shall also
comply with all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in Sections 10, 11 and 12.
Section 13. Inspectors of Elections. The Board of Directors by resolution shall
appoint one or more inspectors, which inspector or inspectors may include individuals who serve
ConAgra in other capacities, including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of stockholders and make a written report thereof. One or
more persons may be designated as alternate inspectors to replace any inspector who fails to act.
If no inspector or alternate has been appointed to act or is able to act at a meeting of
stockholders, the Chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and according to the best of
his or her ability. The inspectors shall have the duties prescribed by law.
Section 14. Conduct of Meetings. The date and time of the opening and the closing of
the polls for each matter upon which the stockholders will vote at a meeting shall be announced at
the meeting by the person presiding over the meeting. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of the meeting of stockholders as it shall
deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by
the Board of Directors, the chairman of any meeting of stockholders shall have the right and
authority to convene and to adjourn the meeting, to prescribe such rules, regulations and
procedures and to do all such acts, as in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board
of Directors or prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present; (iii) limitations
on attendance at or participation in the meeting to stockholders of record of the corporation,
their duly authorized and constituted proxies or such other persons as the presiding person of the
meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
Section 15. Required Vote for Election of Directors. Each director shall be elected
by the vote of the majority of the votes cast with respect to that directors election at any
meeting for the election of directors at which a quorum is present; provided, if the number of
persons properly nominated to serve as directors exceeds the number of directors to be elected,
then each director of the corporation shall be elected by the vote of a plurality of the shares
present in person or by proxy at the meeting and entitled to vote on the election of directors.
For purposes of this By-Law, a majority of votes cast shall mean that the number of shares voted
for a directors election exceeds 50% of the number of votes cast with respect to the directors
election; votes cast shall include votes to withhold authority and exclude abstentions with respect
to the directors election.
If a nominee for director is not elected and the nominee is an incumbent director, the
director shall promptly tender his or her resignation to the Board of Directors, subject to
acceptance by the Board of Directors. The Corporate Governance Committee will make a
recommendation to the Board of Directors as to whether to accept or reject the tendered
resignation, or whether other action should be taken. The Board of Directors will act on the
tendered resignation, taking into account the Corporate Governance Committees recommendation, and
publicly disclose (by a press release, a filing with the Securities and Exchange Commission or
other broadly disseminated means of communication) its decision regarding the tendered resignation
and the rationale behind the decision within 90 days from the date of certification of the election
results. The Corporate Governance Committee in making its recommendation and the Board of
Directors in making its decision may each consider any factors or other information that they
consider appropriate and relevant. The director who tenders his or her resignation will not
participate in the recommendation of the Corporate Governance Committee or the decision of the
Board of Directors with respect to his or her resignation.
If a directors resignation is accepted by the Board of Directors pursuant to this By-Law, or
if a nominee for director is not elected and the nominee is not an incumbent director, then the
Board of Directors may fill the resulting vacancy pursuant to the provisions of Section 8 of
Article III of these By-Laws or may decrease the size of the Board of Directors pursuant to the
provisions of Section 2 of Article III of these By-Laws.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of ConAgra shall be managed by or
under the direction of its Board of Directors. In addition to the powers and authorities by these
By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of
ConAgra and do all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the stockholders.
Section 2. Number, Tenure and Qualifications. The number of directors of ConAgra, not
less than nine nor more than sixteen, shall be fixed by resolution of the Board of Directors and
may be altered from time to time by a resolution of the Board of Directors. Directors need not be
residents of the State of Delaware or stockholders of ConAgra. Until the annual election of
directors by the stockholders in 2008, the directors shall be divided into three classes: Class I,
Class II and Class III, each such class, as nearly as possible, to have the same number of
directors. The term of office of the class of directors elected in 2003 shall expire at the annual
election of directors by the stockholders in 2006, the term of office of the class of directors
elected in 2004 shall expire at the annual election of directors by the stockholders in 2007, and
the term of office of the class of directors elected in 2005 shall expire at the annual election of
directors by the stockholders in 2008, or in each case thereafter when their respective successors
are elected by the stockholders and qualify. At each annual election of directors by the
stockholders of ConAgra held after 2005, the directors chosen to succeed those whose terms are then
expired shall be elected by the stockholders of ConAgra for a term ending at the annual election of
directors by the stockholders following the annual election of directors by the stockholders at
which the director was elected, or thereafter when their respective successors in each case are
elected by the stockholders and qualify. Commencing with the annual election of directors by the
stockholder in 2008, the classification of the Board of Directors shall terminate and all directors
shall be of one class. It shall be a qualification for initial election of a person to the Board
of Directors that such person shall have executed an insider trading agreement with the company,
such agreement to become effective upon such persons election to the Board of Directors. It shall
be a qualification for reelection of any director to the Board of Directors that such director,
while a director, shall have at all times after April 10, 2002 been a signatory to and have been in
full compliance with an insider trading agreement with the company. As used in the two preceding
sentences, insider trading agreement shall mean an agreement, in such form as shall be approved
from time to time by the Board of Directors, relating to the purchase or other acquisition, and the
sale or other disposition, of securities of the company by directors of the company.
Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held
on the same date as the annual meeting of stockholders. Three or more other regular meetings of the
Board of Directors shall be held during the year with such meetings on dates approved by a majority
of the Board of Directors. The Chairman of the Board or the Chief Executive Officer or the
Secretary shall designate the time and place of such meeting by notice to each director at least
ten days before the meeting. In the event meeting dates are not approved by a majority of the Board
of Directors, regular meetings shall be held on the third Thursday of January, May, July and
September. Meetings of the Board of Directors may be held either within or without the State of
Delaware. The Board of Directors may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of the regular meetings or additional regular
meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called
by or at the request of the Chairman of the Board, Chairman of the Executive Committee, Chief
Executive Officer, or a majority of the Board of Directors. The person or persons authorized to
call special meetings of the Board of Directors may fix any place, either within or without the
State of Delaware, as the place for holding any special meeting of the Board of Directors called by
them.
Section 5. Notice. Notice shall be given three days in advance of any special meeting
of the Board of Directors, or in emergency situations designated by the Chairman of the Board,
Chairman of the Executive Committee, or the Chief Executive Officer, 12 hours notice of a special
meeting of the Board of Directors may be given, by telegram, telephone, personal delivery,
telecopier or other means of electronic transmission. Notices of other meetings of the Board of
Directors may be given by mail or may (and, if three or fewer days notice is given, shall) be given
by telegram, telephone, personal delivery, telecopier or other means of electronic transmission. If
mailed, such notice shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage prepaid. If notice is given by telegram, such notice shall be deemed to be
delivered when transmitted. Any director may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Section 6. Quorum. A majority of the number of directors fixed in accordance with
Section 2 of this Article III shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. Except as otherwise required by applicable law, the act
of the majority of the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors. Any action required or permitted to be taken at any meeting of the Board
of Directors may be taken without a meeting if a written consent thereto is signed by all members
of the Board of Directors or electronic transmissions delivered by all members of the Board of
Directors, and such written consent or electronic transmissions are filed with the minutes of the
proceedings of the Board of Directors. A consent in lieu of meeting may be made either by one
consent signed by all the directors or by individual consents signed by each director. The
directors may also meet by means of conference telephone or other communications equipment as
provided by Delaware law.
Section 8. Vacancies. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by a majority of the directors then
in office, although less than a quorum. Directors so chosen shall hold office for a term expiring
at the annual meeting of stockholders at which the term of office of the class to which they have
been elected expires and until such directors successor shall have been duly elected and qualified.
No decrease in the number of authorized directors constituting the full Board of Directors shall
shorten the term of any incumbent director.
Section 9. Compensation. By resolution of the Board of Directors, the directors may be
paid expenses, if any, for attendance at each meeting of the Board of Directors. In addition, by
resolution of the Board of Directors, each director may be paid an annual retainer fee and
committee fees for services as director and may also receive a fee for attendance at regular or
special meetings of the Board of Directors. No such payment shall preclude any director from
serving ConAgra in any other capacity and receiving compensation therefor.
Section 10. Directors Executive Committee. An Executive Committee of three or more
directors may be designated by resolution passed by a majority of the Board of Directors. The Board
of Directors shall designate one director as chairman of the committee, and may designate one or
more directors as alternate members of the committee who may replace any absent or disqualified
member at any meeting of the committee. During the intervals between meetings of the Board of
Directors, the committee shall advise and aid the officers of ConAgra in all matters concerning its
interests and the management of its business, and generally perform such duties as may be directed
by the Board of Directors from time to time. The committee shall possess and may exercise all the
powers of the Board of Directors while the Board of Directors is not in session, but specifically
shall not have the authority of the Board of Directors in reference to:
1. Amending the Certificate of Incorporation.
2. Adopting a plan of merger or consolidation.
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3. |
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Recommending to the stockholders the sale, lease, exchange, mortgage, pledge or
other disposition of all or substantially all the property and assets of ConAgra. |
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4. |
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Recommending to the stockholders a voluntary dissolution of ConAgra or a
revocation thereof. |
5. Amending the By-Laws of ConAgra.
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6. |
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Any power which has been delegated to other committees in accordance with these
By-Laws. |
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7. |
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Electing any director or electing or removing any member of the Executive
Committee or any principal officer, or |
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8. |
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Declaring any dividend or authorizing any distribution on any shares of capital
stock of ConAgra. |
Section 11. Human Resources Committee. A Human Resources Committee shall be designated
by a resolution passed by a majority of the Board of Directors. The Board of Directors shall
appoint one of the Committee members to serve as Chairman.
Section 12. Audit Committee. An Audit Committee shall be designated by a resolution
passed by a majority of the Board of Directors. The Board of Directors shall appoint one of the
Committee members to serve as Chairman.
Section 13. Other Committees. One or more other Board of Directors committee members
and chairman thereof may be designated by resolution passed by a majority of the Board of
Directors.
ARTICLE IV
OFFICERS
Section 1. Number and Status. The Board of Directors will elect a chairman of the
Board of Directors, may elect a vice-chairman of the Board of Directors, and may elect such
honorary (non-voting) directors as deemed advisable. The elected officers of ConAgra shall consist
of the Chief Executive Officer (CEO) who shall also carry the legal title of president; the
Executive Officers of the Company; a Secretary; a Treasurer; and such other officers as the Board
determines to elect. The CEO shall be nominated and elected by the Board of Directors. Other
elected officers shall be nominated by the CEO and elected by a majority of the Board of Directors.
Subject to the provisions of this By-Law, the CEO may appoint the following officers: any vice
presidents (including executive vice presidents and senior vice presidents), any assistant
secretaries, any assistant treasurers, presidents and other officers of subsidiary corporations or
business units, and such other officers and agents as he or she may deem necessary.
Section 2. Election and Term of Office. The officers of ConAgra to be elected by a
majority of the Board of Directors shall be elected and confirmed annually at a meeting of the
Board of Directors. Each officer, whether elected by the Board or appointed by the CEO, shall hold
office until the officers death, or resignation, or removal in the manner hereinafter provided.
Section 3. Removal. Officers elected by the Board of Directors may be removed at any
time by a majority vote of the Board of Directors, or by the CEO with such action to be affirmed by
a majority vote of the Board of Directors. Appointed officers may be removed from office by the CEO
or any officer designated by the CEO to have such authority. The acceptance of office by an officer
shall constitute acceptance of this provision.
Section 4. Vacancies. A vacancy in any elected office because of death, resignation,
removal, disqualification or otherwise, shall be filled by a majority vote of the Board of
Directors for the unexpired portion of the term. The CEO may fill vacancies of other officers.
Section 5. Chairman of the Board of Directors. The chairman of the Board of Directors
shall preside at all meetings of stockholders and the Board of Directors, and shall have such other
duties as may be assigned by resolution of the Board of Directors.
Section 6. Vice Chairman of the Board of Directors. The vice chairman of the Board of
Directors, if any, may preside at meetings of the Board of Directors in the absence of the
chairman of the Board of Directors and the CEO, and shall have such other duties as may be assigned
by resolution of the Board of Directors.
Section 7. Chief Executive Officer (CEO). Subject to the authority of the Board of
Directors, the Chief Executive Officer (who shall also carry the legal title of president) shall be
the highest ranking management officer of ConAgra, lead its business affairs and perform all duties
incident to the office of chief executive. The CEO shall preside at all meetings of the
stockholders and of the Board of Directors in the absence of the chairman of the Board of
Directors. The CEO (as president) may sign with the Secretary or any other appropriate officer,
certificates for shares of ConAgra; and may sign (or authorize a designee to sign) deeds,
mortgages, bonds, contracts, or other instruments within authority granted by the Board of
Directors (except in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these By-Laws to some other officer or agent of ConAgra). The CEO
shall assign job duties, responsibilities, and authorities to other officers of ConAgra, or
designate others to do so. In the event of the CEOs inability to serve, CEO duties shall be
temporarily fulfilled, pending action by the Board of Directors, first by the Chairman of the
Board, or next in line by the Chairman of the Executive Committee, or next by the Chairman of the
Audit Committee, or next by the Chairman of the Compensation Committee.
Section 8. Vice Presidents. Each ConAgra vice president shall perform such duties and
have such responsibility and authority as from time to time may be assigned by the CEO, Board of
Directors or officer to whom the Vice President reports.
Section 9. The Secretary. The Secretary shall: (a) keep the minutes of the
stockholders meetings and of the Board of Directors meetings; (b) see that all notices are fully
given in accordance with the provisions of these By-Laws or required by law; (c) be custodian of
ConAgra minutes and of the seal of ConAgra; (d) sign certificates for shares of ConAgra, the
issuance of which shall have been authorized by resolution of the Board of Directors; (e) supervise
activities of transfer agents and registrars; and (f) in general perform duties incident to the
office of the Secretary as from time to time may be assigned by the CEO, Board of Directors or
officer to whom the Secretary reports.
Section 10. The Treasurer. The Treasurer shall perform duties incident to the office
of the Treasurer in accordance with these By-Laws, and shall perform such other duties as, from
time to time, may be assigned by the CEO, Board of Directors, or officer to whom the Treasurer
reports.
Section 11. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries
and Assistant Treasurers shall perform such duties as shall be assigned to them by the CEO, Board
of Directors or officer to whom the individual reports.
Section 12. Salaries. The salaries of the elected and confirmed officers shall be
fixed from time to time by the Board of Directors or by those so authorized by the Board of
Directors. No officer shall be prevented from receiving a salary by reason of the fact that such
person is also a director of ConAgra.
ARTICLE V
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, or
agent or agents, to enter into any contract or execute and deliver any instrument in the name of
and on behalf of ConAgra, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of ConAgra and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts, other orders for the payment of
money, notes, or other evidences of indebtedness issued in the name of ConAgra shall be executed on
behalf of ConAgra only by those who are authorized by the Board of Directors or by those whom the
Board may designate to give such authorization. Such authorization may be general or confined to
specific instances.
Section 4. Deposits. All funds of ConAgra not otherwise employed shall be deposited
to the credit of ConAgra in banks, trust companies, or other depositaries, approved in accordance
with resolutions of the Board of Directors.
ARTICLE VI
SHARES AND THEIR TRANSFER
Section 1. Shares. The shares of ConAgra shall be represented by certificates,
provided that the Board of Directors of ConAgra may adopt a resolution permitting shares to be
uncertificated. Notwithstanding the adoption of any such resolution providing for uncertficated
shares, every holder of capital stock of ConAgra theretofore represented by certificates and, upon
request, every holder of uncertificated shares, shall be entitled to have a certificate for shares
of ConAgra. Such certificates shall be in such form as determined by the Board of Directors and
shall be signed by the Chairman, President, or a Corporate Vice President and by the Secretary or
an Assistant Secretary, except that the signatures of any such Chairman, President, Corporate Vice
President, Secretary or Assistant Secretary may be facsimiles, engraved or printed. All
certificates for shares shall be consecutively numbered or otherwise identified. The name and
address of the person owning shares, whether or not represented by certificates, with the number of
shares and date of issue, shall be entered on the stock transfer books of ConAgra. All
certificates surrendered to ConAgra, or its agent, for transfer shall be canceled and new
certificated or uncertificated shares shall be issued only after the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case of a lost,
destroyed, or mutilated certificate new certificated or uncertificated shares may be issued
therefor upon such terms and indemnity to ConAgra as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of ConAgra shall be made only on the
stock transfer books of ConAgra by the holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his attorney authorized by power of
attorney duly executed and filed with the transfer agent of ConAgra, and, if such shares are
certificates, on surrender for cancellation of the certificate for such shares, and if such shares
are uncertificated, upon proper instructions from the holder of the uncertificated shares. To the
fullest extent permitted by law, the person in whose name shares stand on the books of ConAgra
shall be deemed by ConAgra to be the owner thereof for all purposes.
Section 3. Charge for Certificates. ConAgra may invoke a charge approximately equal to
the cost of issuing a stock certificate for each certificate of stock to be issued or reissued in
excess of the minimum number of certificates required, if the number of certificates requested by a
stockholder is deemed by the Secretary to be unreasonable.
ARTICLE VII
INDEMNIFICATION AND ADVANCEMENT
Section 1. Actions by Others. ConAgra shall indemnify any person who was or is a party
to or is threatened to be made a party to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other than an action by or
in the right of ConAgra) by reason of the fact that such person is or was a director, officer,
employee or agent of ConAgra, or is or was serving at the request of ConAgra as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of ConAgra, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe the conduct was criminal. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be in or not opposed to
the best interest of ConAgra, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the conduct was criminal.
Section 2. Actions by or in the Right of ConAgra. ConAgra shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of ConAgra to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of ConAgra, or is or was
serving at the request of ConAgra, as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise against expenses (including
attorneys fees) actually and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of ConAgra and except that no
indemnification shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to ConAgra unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper.
Section 3. Successful Defense. To the extent that a director, officer, employee or
agent of ConAgra has been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to
in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys fees) actually and reasonably
incurred by such person in connection therewith.
Section 4. Specific Authorization. Any indemnification under Section 1 and 2 of this
Article (unless ordered by a court) shall be made by ConAgra only as authorized in the specific
case upon a determination that indemnification of the director, officer, employee or agent is
proper in the circumstances because such person has met the applicable standard of conduct set
forth in said Sections 1 and 2. Such determination shall be made, with respect to a person who is a
director, officer, employee or agent at the time of such determination (1) by a majority vote of
directors who were not parties to such action, suit or proceeding, even though less than a quorum,
or (2) by a committee of such directors designated by majority vote of such directors, even though
less than a quorum, or (3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the stockholders.
Section 5. Advance of Expenses. Expenses incurred by an officer or director in
defending a civil or criminal action, suit or proceeding shall be paid by ConAgra in advance of the
final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by ConAgra as authorized in this Article. Such expenses
incurred by other employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.
Section 6. Right of Indemnity Not Exclusive. The indemnification and advancement of
expenses provided by or granted pursuant to the Certificate of Incorporation or these By-Laws shall
not be deemed exclusive of any other rights to which those seeking indemnification or advancement
of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to action in another
capacity while holding such office.
Section 7. Insurance. ConAgra may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of ConAgra, or is or was serving at the
request of ConAgra as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such persons status as such,
whether or not ConAgra would have the power to indemnify such person against such liability under
the provisions of this Article, Section 145 of the General Corporation Law of the State of
Delaware, or otherwise.
Section 8. Employee Benefit Plans. For purposes of this Article, references to other
enterprises shall include employee benefit plans; references to fines shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and references to serving at
the request of ConAgra shall include any service as a director, officer, employee or agent of
ConAgra which imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interests of ConAgra as referred to in this Article.
Section 9. Invalidity of any Provisions of this Article. The invalidity or
unenforceability of any provisions of this Article shall not affect the validity or enforceability
of the remaining provisions of this Article.
Section 10. Continuation of Indemnification. The indemnification and advancement of
expenses, to the extent provided by or granted pursuant to this Article, these By-Laws, or the
Certificate of Incorporation shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person. All rights to indemnification provided by or granted pursuant to
this Article, these By-Laws, or the Certificate of Incorporation shall be deemed to be a contract
between ConAgra and each director, officer, employee, or agent of ConAgra who serves or served in
such capacity at any time while this Article VII is in effect. Any repeal or modification of this
Article VII shall not in any way diminish any rights to indemnification of such directors, officer,
employee or agent, or the obligations of ConAgra arising hereunder in respect to any act or
omission occurring prior to the time of such repeal or modification.
Section 11. Certain Claims. Notwithstanding Section 1 and Section 2 of this Article
VII, ConAgra shall be required to indemnify a person described in the first sentence of Section 1
or Section 2 of this Article VII in connection with an action, suit or proceeding (or part thereof)
commenced by such a person only if the commencement of such proceeding (or part thereof) by such
person was authorized by the Board of Directors.
ARTICLE VIII
FISCAL YEAR
The fiscal year of ConAgra shall end on the last Sunday in May.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and ConAgra may pay, dividends on its
outstanding shares in the manner and upon the terms and conditions provided by law and its
Certificate of Incorporation.
ARTICLE X
SEAL
The Board of Directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of ConAgra Foods, Inc. on the outer edge, and the words,
Corporate Seal, in the center.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given to any stockholder or director of ConAgra under
the provisions of these By-Laws or under the provisions of the Certificate of Incorporation or
under the provisions of the laws of Delaware, a waiver thereof given by the person or persons
entitled to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XII
AMENDMENTS
These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by the Board
of Directors at any regular or special meeting of the Board of Directors.
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